MACY'S, INC....Bloomingdale’s The Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc....

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2019 MACY'S, INC. (Exact name of Registrant as Specified in its Charter) Delaware 1-13536 13-3324058 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 7 West Seventh Street, Cincinnati, Ohio 45202 and 151 West 34th Street, New York, New York 10001 (Address of Principal Executive Offices) (513) 579-7000 and (212) 494-1602 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.01 par value per share M New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Transcript of MACY'S, INC....Bloomingdale’s The Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc....

Page 1: MACY'S, INC....Bloomingdale’s The Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc. operates stores in 43 states, the District of Columbia, Guam and Puerto Rico, as well

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2019

MACY'S, INC.(Exact name of Registrant as Specified in its Charter)

Delaware 1-13536 13-3324058(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

7 West Seventh Street, Cincinnati, Ohio 45202 and 151 West 34th Street, New York, New York 10001(Address of Principal Executive Offices)(513) 579-7000 and (212) 494-1602

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registeredCommon Stock, $.01 par value per share M New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 ofthe Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02. Results of Operations and Financial Condition.

On November 21, 2019, Macy’s, Inc. ("Macy’s") issued a press release announcing Macy’s financialcondition, results of operations and cash flows as of and for the 13 and 39 weeks ended November 2,2019. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein byreference.

Macy’s reports its financial results in accordance with U.S. generally accepted accounting principles(“GAAP”). The press release referred to above contains non-GAAP financial measures of changes incomparable sales on an owned plus licensed basis, changes in comparable sales on an owned pluslicensed basis adjusted for the 53rd week calendar shift, earnings before interest, taxes, depreciation andamortization (“EBITDA”), adjusted EBITDA, adjusted net income and adjusted diluted earnings pershare attributable to Macy’s, Inc. shareholders. Adjusted EBITDA, adjusted net income and adjusteddiluted earnings per share exclude impairment, restructuring and other costs, settlement charges andlosses on the early retirement of debt. A section has been included at the end of the press release thatcontains important additional information regarding these non-GAAP financial measures includingreconciliation to the most directly comparable GAAP financial measure.

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release of Macy's dated November 21, 2019.

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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MACY'S, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized. MACY'S, INC. Dated: November 21, 2019 By: /s/ Felicia Williams Name: Felicia Williams Title: Senior Vice President, Controller and Enterprise

Risk

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Macy’s, Inc. Reports Third Quarter 2019 Earnings

• Comparable sales decline of 3.9% on an owned basis; decline of 3.5% on an owned plus licensedbasis

• Diluted EPS of $0.01 and Adjusted Diluted EPS of$0.07

• Company lowered its annual sales and EPSguidance

• Company prepared to execute a strong holidayseason

CINCINNATI--November 21, 2019-- Macy’s, Inc. (NYSE: M) today reported results for the third quarter 2019. The company also lowered its annualsales and EPS guidance for fiscal 2019.

Financial Highlights

Third Quarter Year to Date(in millions) 2019 2018 2019 2018Net sales $ 5,173 $ 5,404 $ 16,223 $ 16,516Comparable salesOwned (3.9)% 3.1% (1.0)% 2.4%Owned plus licensed (3.5)% 3.3% (0.8)% 2.7%53rd week shifted calendar (owned plus licensed)* 4.1% 2.6%

Net income attributable to Macy’s, Inc. shareholders $ 2 $ 62 $ 224 $ 368Earnings before interest, taxes, depreciation and amortization $ 300 $ 381 $ 1,147 $ 1,374Diluted earnings per share $ 0.01 $ 0.20 $ 0.72 $ 1.18

Adjusted Net income attributable to Macy’s, Inc. shareholders $ 21 $ 83 $ 246 $ 451Adjusted Earnings before interest, taxes, depreciation and amortization $ 325 $ 407 $ 1,175 $ 1,478Adjusted Diluted earnings per share $ 0.07 $ 0.27 $ 0.79 $ 1.45

*Comparable sales adjusted for the impact of the 53 rd week reflect a shift of the company's 2017 calendar to align with 2018 on a like-for-like basis.Note: Adjusted metrics reflect the exclusion of certain items from the respective financial measures. Please see the final pages of this news release for important information regarding the nature of such excluded amounts andcalculation of the company’s non-GAAP financial measures.

“After seven consecutive quarters of comparable sales growth, we experienced a deceleration in our third quarter sales. While we anticipated anegative comp as we were lapping a very strong third quarter last year, the sales deceleration was steeper than we expected. However, having clearedthe excess inventory we faced earlier in the year, we were able to take a more balanced approach to sales and profit in the quarter, resulting insignificantly improved margin compression versus the first half of the year,” said Jeff Gennette, chairman and chief executive officer of Macy’s, Inc.“Our third quarter sales were impacted by the late arrival of cold weather, continued soft international tourism and weaker than anticipatedperformance in lower tier malls. We also experienced a temporary impact on our e-commerce business due in part to work on the site in preparation forthe fourth quarter. The team has completed that work, the site is upgraded and our customers can expect an improved experience this holiday season.Based primarily on the impact of our third quarter sales trend, we are updating our annual guidance.”

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“We have confidence in our holiday strategies. The Macy’s, Bloomingdales and Bluemercury teams are aligned and committed to delivering a greatexperience for our customers in our stores, on our digital sites and through our mobile apps. We have fully updated our Growth150 stores andcompleted the 2019 expansion of Backstage. We have curated an expanded gift assortment with great values in all categories and developed a powerfulmarketing calendar for both our best and occasional customers. This holiday season, we also have even more flexible, secure and convenientfulfillment options for our customers including Pick Up in Store and Same Day Delivery,” continued Gennette.

Asset Sale Gains

Asset sale gains for the third quarter of 2019 totaled $17 million pre-tax, or $13 million after-tax. This compares to the third quarter of 2018, whenasset sale gains totaled $42 million pre-tax, or $31 million after-tax.

Asset sale gains for the 39 weeks ended November 2, 2019 totaled $67 million pre-tax, or $49 million after-tax. This compares to the 39 weeks endedNovember 3, 2018, when asset sale gains totaled $111 million pre-tax, or $84 million after-tax.

Updated Guidance

Macy's, Inc. is updating its previously provided annual guidance. Highlights of these revisions include:

Revised 2019 Annual GuidancePrior 2019 Annual Guidance

Comparable sales(owned plus licensed) Down 1.5% to down 1.0% Flat to up 1%Comparable sales(owned)

Approximately 20 basis points below comparablesales on an owned plus licensed basis Flat to up 1%

Net sales Down 2.5% to down 2.0% Approximately flatAdjusted Diluted earnings per share $2.57 to $2.77 $2.85 to $3.05Asset sale gains Approximately $150 million (or $0.37 per share) Approximately $100 million (or $0.25 per share)Annual tax rate 23% 23%

Complete guidance can be found in the presentation posted on the company’s investor relations website at www.macysinc.com/investors.

Investor Day

Macy’s, Inc. will host an Investor Day at 8:00 a.m. ET on Wednesday, February 5, 2020, at the New York Stock Exchange. At that time, themanagement team will share details of the Macy’s, Inc. growth strategy and three-year plan.

Macy’s, Inc.’s webcast, along with the associated presentation, will be accessible to the media and general public via the company's investor relationswebsite.

About Macy's, Inc.

Macy’s, Inc. is one of the nation’s premier retailers, with fiscal 2018 sales of $24.971 billion and approximately 130,000 employees. The companyoperates approximately 680 department stores under the nameplates Macy’s and Bloomingdale’s, and approximately 190 specialty stores that includeBloomingdale’s The Outlet, Bluemercury, and Macy’s Backstage. Macy’s, Inc. operates stores in 43 states, the District of Columbia, Guam and PuertoRico, as well as macys.com, bloomingdales.com and bluemercury.com. Bloomingdale’s stores in Dubai and Kuwait are operated by Al Tayer GroupLLC under license agreements. Macy’s, Inc. has corporate headquarters in Cincinnati, Ohio, and New York, New York.

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All statements in this press release that are not statements of historical fact are forward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Macy’s management and are subject tosignificant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statementscontained in this release because of a variety of factors, including conditions to, or changes in the timing of, proposed real estate and other transactions,prevailing interest rates and non-recurring charges, the effect of federal tax reform and potential changes to trade policies, store closings, competitivepressures from specialty stores, general merchandise stores, off-price and discount stores, manufacturers’ outlets, the Internet, mail-order catalogs andtelevision shopping and general consumer spending levels, including the impact of the availability and level of consumer debt, the potential for theincurrence of charges in connection with the impairment of intangible assets, including goodwill, the effect of weather and other factors identified indocuments filed by the company with the Securities and Exchange Commission. Macy’s disclaims any intention or obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NOTE: Additional information on Macy’s, Inc., including past news releases, is available at www.macysinc.com/pressroom. A webcast of Macy's,Inc.’s call with analysts and investors will be held today (November 21, 2019) at 8:00 a.m. ET. The webcast, along with the associated presentation, isaccessible to the media and general public via the company's investor relations website at www.macysinc.com/investors. Analysts and investors maycall in on 1-888-254-3590, passcode 5793222. A replay of the conference call and slides can be accessed on the website or by calling 1-888-203-1112(same passcode) about two hours after the conclusion of the call.

Contacts:Media – Blair Fasbender [email protected]

Investors – Mike [email protected]

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MACY’S, INC.Consolidated Statements of Income (Unaudited) (Note 1 and Note 2)(All amounts in millions except percentages and per share figures)

13 Weeks Ended 13 Weeks Ended November 2, 2019 November 3, 2018

$ % to

Net sales $ % to

Net sales Net sales $ 5,173 $ 5,404 Credit card revenues, net 183 3.5% 185 3.4%

Cost of sales (3,106) (60.0%) (3,226) (59.7%) Selling, general and administrative expenses (2,202) (42.6%) (2,255) (41.7%) Gains on sale of real estate 17 0.3% 42 0.8% Restructuring and other costs (13) (0.2%) (3) (0.1%) Operating income 52 1.0% 147 2.7% Benefit plan income, net 8 9 Settlement charges (12) (23) Interest expense, net (48) (59) Income before income taxes — 74 Federal, state and local income tax benefit (expense) 2 (12) Net income 2 62 Net loss attributable to noncontrolling interest — — Net income attributable to Macy's, Inc. shareholders $ 2 $ 62 Basic earnings per share attributable to Macy's, Inc. shareholders $ 0.01 $ 0.20 Diluted earnings per share attributable to Macy's, Inc. shareholders $ 0.01 $ 0.20 Average common shares: Basic 309.9 308.1 Diluted 311.0 312.2 End of period common shares outstanding 309.0 307.2 Supplemental Financial Measures:

Gross Margin (Note 3) $ 2,067 40.0 % $ 2,178 40.3 %Depreciation and amortization expense $ 252 $ 248

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MACY’S, INC.Consolidated Statements of Income (Unaudited) (Note 1 and Note 2)(All amounts in millions except percentages and per share figures)

39 Weeks Ended 39 Weeks Ended November 2, 2019 November 3, 2018

$ % to

Net sales $ % to

Net sales Net sales $ 16,223 $ 16,516 Credit card revenues, net 531 3.3 % 528 3.2%

Cost of sales (9,905) (61.1%) (9,927) (60.1%) Selling, general and administrative expenses (6,489) (40.0%) (6,501) (39.4%) Gains on sale of real estate 67 0.4% 111 0.7% Impairment, restructuring and other costs (16) (0.1%) (39) (0.2%) Operating income 411 2.5% 688 4.2% Benefit plan income, net 23 31 Settlement charges (12) (73) Interest expense, net (143) (187) Losses on early retirement of debt — (5) Income before income taxes 279 454 Federal, state and local income tax expense (55) (96) Net income 224 358 Net loss attributable to noncontrolling interest — 10 Net income attributable to Macy's, Inc. shareholders $ 224 $ 368 Basic earnings per share attributable to Macy's, Inc. shareholders $ 0.72 $ 1.20 Diluted earnings per share attributable to Macy's, Inc. shareholders $ 0.72 $ 1.18 Average common shares: Basic 309.6 307.5 Diluted 311.3 311.2 End of period common shares outstanding 309.0 307.2 Supplemental Financial Measures:

Gross Margin (Note 3) $ 6,318 38.9 % $ 6,589 39.9 %Depreciation and amortization expense $ 725 $ 718

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MACY’S, INC.

Consolidated Balance Sheets (Unaudited) (Note 2)(millions)

November 2, 2019 February 2, 2019 November 3, 2018ASSETS: Current Assets: Cash and cash equivalents $ 301 $ 1,162 $ 736 Receivables 175 400 180 Merchandise inventories 7,256 5,263 7,147

Income tax receivable 1 — 10 Prepaid expenses and other current assets 568 620 594 Total Current Assets 8,301 7,445 8,667

Property and Equipment – net 6,558 6,637 6,572 Right of Use Assets 2,596 — — Goodwill 3,908 3,908 3,908 Other Intangible Assets – net 440 478 481 Other Assets 744 726 733

Total Assets $ 22,547 $ 19,194 $ 20,361

LIABILITIES AND SHAREHOLDERS’ EQUITY: Current Liabilities: Short-term debt $ 6 $ 43 $ 65 Merchandise accounts payable 3,427 1,655 3,381 Accounts payable and accrued liabilities 3,046 3,366 2,998 Income taxes — 168 — Total Current Liabilities 6,479 5,232 6,444

Long-Term Debt 4,677 4,708 5,469 Long-Term Lease Liabilities 2,819 — — Deferred Income Taxes 1,200 1,238 1,185 Other Liabilities 1,315 1,580 1,618

Shareholders' Equity: Macy's, Inc. 6,057 6,436 5,667Noncontrolling interest — — (22 )

Total Shareholders' Equity 6,057 6,436 5,645

Total Liabilities and Shareholders’ Equity $ 22,547 $ 19,194 $ 20,361

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MACY’S, INC.

Consolidated Statements of Cash Flows (Unaudited) (Note 2 and Note 4)(millions)

39 Weeks Ended 39 Weeks Ended November 2, 2019 November 3, 2018Cash flows from operating activities:

Net income $ 224 $ 358Adjustments to reconcile net income to net cash provided by operating activities:

Impairment, restructuring and other costs 16 39Settlement charges 12 73Depreciation and amortization 725 718Benefit plans 23 25Stock-based compensation expense 40 48Gains on sale of real estate (67 ) (111 )Deferred income taxes 25 62Amortization of financing costs and premium on acquired debt 1 (5 )Changes in assets and liabilities:

Decrease in receivables 224 163 Increase in merchandise inventories (1,993 ) (1,969 ) Decrease in prepaid expenses and other current assets 13 16 Increase in merchandise accounts payable 1,648 1,664 Decrease in accounts payable and accrued liabilities (470 ) (221 ) Decrease in current income taxes (168 ) (301 ) Change in other assets and liabilities (81 ) (130 )

Net cash provided by operating activities 172 429 Cash flows from investing activities:

Purchase of property and equipment (623 ) (468 )Capitalized software (189 ) (209 )Disposition of property and equipment 73 121Other, net 10 7

Net cash used by investing activities (729 ) (549 ) Cash flows from financing activities:

Debt issuance costs (3 ) —Debt repaid (42 ) (361 )Dividends paid (349 ) (347 )Increase in outstanding checks 49 44Acquisition of treasury stock (1 ) —Issuance of common stock 6 41Proceeds from noncontrolling interest — 7

Net cash used by financing activities (340 ) (616 ) Net decrease in cash, cash equivalents and restricted cash (897 ) (736 )Cash, cash equivalents and restricted cash beginning of period 1,248 1,513 Cash, cash equivalents and restricted cash end of period $ 351 $ 777

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MACY’S, INC.

Consolidated Financial Statements (Unaudited)

Notes:

(1) As a result of the seasonal nature of the retail business, the results of operations for the 13 and 39 weeks ended November 2, 2019 and November 3,2018 (which do not include the Christmas season) are not necessarily indicative of such results for the fiscal year.

(2) The results for the 13 and 39 weeks ended November 2, 2019 reflect the adoption of Accounting Standards Update 2016-02 (ASU 2016-02),Leases, on February 3, 2019, utilizing the modified retrospective approach which allowed for transition in the period of adoption.

(3) Gross margin is defined as net sales less cost ofsales.

(4) Restricted cash of $50 million and $41 million have been included with cash and cash equivalents for the 39 weeks ended November 2, 2019 andNovember 3, 2018, respectively. Further, reclassifications were made to certain prior period's amounts to conform with the classifications of suchamounts in the most recent period.

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MACY’S, INC.

Important Information Regarding Non-GAAP Financial Measures

The company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believesthat certain non-GAAP financial measures provide users of the company's financial information with additional useful information in evaluatingoperating performance. Management believes that providing supplemental changes in comparable sales on an owned plus licensed basis and changesin comparable sales on an owned plus licensed basis adjusted for the 53rd week calendar shift, which include adjusting for growth in comparable salesof departments licensed to third parties, assists in evaluating the company's ability to generate sales growth, whether through owned businesses ordepartments licensed to third parties, and in evaluating the impact of changes in the manner in which certain departments are operated. Earnings beforeinterest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure which the company believes provides meaningfulinformation about its operational efficiency by excluding the impact of changes in tax law and structure, debt levels and capital investment. In addition,management believes that excluding certain items from EBITDA, net income and diluted earnings per share attributable to Macy's, Inc. shareholdersthat are not associated with the company’s core operations and that may vary substantially in frequency and magnitude from period-to-period providesuseful supplemental measures that assist in evaluating the company's ability to generate earnings and to more readily compare these metrics betweenpast and future periods.

The reconciliation of the forward-looking non-GAAP financial measure of changes in comparable sales on an owned plus licensed basis to GAAPcomparable sales (i.e., on an owned basis) is in the same manner as illustrated below, except that the impact of growth in comparable sales ofdepartments licensed to third parties is the only reconciling item. In addition, the company does not provide the most directly comparable forward-looking GAAP measure of diluted earnings per share attributable to Macy’s, Inc. shareholders excluding certain items because the timing and amountof excluded items are unreasonably difficult to fully and accurately estimate.

Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the company's financial results preparedin accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that couldimpact the company's financial position, results of operations or cash flows and should therefore be considered in assessing the company's actual andfuture financial condition and performance. Additionally, the amounts received by the company on account of sales of departments licensed to thirdparties are limited to commissions received on such sales. The methods used by the company to calculate its non-GAAP financial measures may differsignificantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented hereinmay not be comparable to similar measures provided by other companies.

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MACY’S, INC.

Important Information Regarding Non-GAAP Financial Measures(All amounts in millions except percentages and per share figures)

Changes in Comparable Sales

13 Weeks Ended

November 2, 2019 39 Weeks Ended

November 2, 2019

Decrease in comparable sales on an owned basis (Note 5) (3.9 )% (1.0 )% Comparable sales growth impact of departments licensed to third parties (Note 6) 0.4 % 0.2 % Decrease in comparable sales on an owned plus licensed basis (3.5 )% (0.8 )%

13 Weeks Ended

November 3, 2018 39 Weeks Ended

November 3, 2018

Increase in comparable sales on an owned basis (Note 5) 3.1 % 2.4 % Comparable sales growth impact of departments licensed to third parties (Note 6) 0.2 % 0.3 % Increase in comparable sales on an owned plus licensed basis 3.3 % 2.7 % Impact of 53rd Week Shifted Calendar 0.8 % (0.1 )% 53rd Week Shifted Calendar comparable sales on an owned plus licensed basis (Note 7) 4.1 % 2.6 %

Notes:

(5) Represents the period-to-period percentage change in net sales from stores in operation throughout the year presented and the immediately preceding year and all onlinesales, excluding commissions from departments licensed to third parties. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain inthe comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparablesales may differ among companies in the retail industry.

(6) Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediatelypreceding year and all online sales in the calculation of comparable sales. The company licenses third parties to operate certain departments in its stores and online andreceives commissions from these third parties based on a percentage of their net sales. In its financial statements prepared in conformity with GAAP, the companyincludes these commissions (rather than sales of the departments licensed to third parties) in its net sales. The company does not, however, include any amounts in respectof licensed department sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The amounts ofcommissions earned on sales of departments licensed to third parties are not material to its net sales for the periods presented.

(7) Represents comparable sales on an owned plus licensed basis that incorporates a shift of the company's fiscal 2017 calendar to align with fiscal 2018 on a like-for-likebasis as a result of the 53rd week in fiscal 2017.

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MACY’S, INC.

Important Information Regarding Non-GAAP Financial Measures

Earnings before Interest, Taxes, Depreciation and Amortization, Net Income and Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders,Excluding Certain Items

Non-GAAP financial measures, excluding certain items below, are reconciled to the most directly comparable GAAP measure as follows:• EBITDA and adjusted EBITDA are reconciled to GAAP net income attributable to Macy’s, Inc.

shareholders.• Adjusted net income attributable to Macy’s, Inc. shareholders is reconciled to GAAP net income attributable to Macy’s, Inc.

shareholders.• Adjusted diluted earnings per share attributable to Macy’s, Inc. shareholders is reconciled to GAAP diluted earnings per share attributable to

Macy’s, Inc.

Adjusted EBITDA

13 Weeks Ended 13 Weeks Ended November 2, 2019 November 3, 2018 Net income attributable to Macy's, Inc. shareholders $ 2 $ 62

Interest expense, net 48 59Federal, state and local income tax expense (benefit) (2 ) 12Depreciation and amortization 252 248

EBITDA 300 381Restructuring and other costs 13 3Settlement charges 12 23

Adjusted EBITDA $ 325 $ 407

39 Weeks Ended 39 Weeks Ended November 2, 2019 November 3, 2018 Net income attributable to Macy's, Inc. shareholders $ 224 $ 368

Interest expense, net 143 187Losses on early retirement of debt — 5Federal, state and local income tax expense 55 96Depreciation and amortization 725 718

EBITDA 1,147 1,374Impairment, restructuring and other costs (Note 8) 16 31Settlement charges 12 73

Adjusted EBITDA $ 1,175 $ 1,478

Note 8: The above pre-tax adjustments for the 39 weeks ended November 3, 2018 exclude impairment, restructuring and other costs attributable to the noncontrolling interestshareholder of $8 million.

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MACY’S, INC.

Important Information Regarding Non-GAAP Financial Measures

Adjusted Net Income and Adjusted Diluted Earnings Per Share Attributable to Macy's, Inc. Shareholders

13 Weeks Ended 13 Weeks Ended November 2, 2019 November 3, 2018

Net Income Attributableto Macy's, Inc.Shareholders

DilutedEarnings Per

Share

Net Income Attributableto Macy's, Inc.Shareholders

DilutedEarnings Per

ShareAs reported $ 2 $ 0.01 $ 62 $ 0.20

Restructuring and other costs 13 0.04 3 0.01Settlement charges 12 0.04 23 0.08Income tax impact of certain items identified above (6 ) (0.02) (5 ) (0.02)

As adjusted $ 21 $ 0.07 $ 83 $ 0.27

39 Weeks Ended 39 Weeks Ended November 2, 2019 November 3, 2018

Net Income Attributableto Macy's, Inc.Shareholders

DilutedEarnings Per

Share

Net Income Attributableto Macy's, Inc.Shareholders

DilutedEarnings Per

ShareAs reported $ 224 $ 0.72 $ 368 $ 1.18

Impairment, restructuring and other costs (Note 9) 16 0.05 31 0.10Settlement charges 12 0.04 73 0.23Losses on early retirement of debt — — 5 0.02Income tax impact of certain items identified above (6 ) (0.02) (26 ) (0.08)

As adjusted $ 246 $ 0.79 $ 451 $ 1.45

Note 9: The above pre-tax adjustment for the 39 weeks ended November 3, 2018 exclude impairment, restructuring and other costs attributable to the noncontrolling interestshareholder of $8 million.